Strongbridge Biopharma plc, (Nasdaq: SBBP)
(“
Strongbridge”), a global commercial-stage
biopharmaceutical company focused on the development and
commercialization of therapies for rare diseases with significant
unmet needs, today announced in accordance with Rule 2.10 of the
Irish Takeover Rules that, as of the close of business on July
28, 2021, Strongbridge's issued share capital, excluding treasury
shares, is comprised of 67,828,952 ordinary shares with a par value
of $0.01 per share. Strongbridge's ordinary shares are
traded on the Nasdaq under the symbol SBBP. The International
Securities Identification Number (ISIN) of the Strongbridge
ordinary shares is IE00BYZ5XL97.
Strongbridge confirms that, as of the close of
business on July 28, 2021, there were outstanding 2,747,191
restricted share units (the “Strongbridge Restricted Share
Units”) and 8,226,117 options to purchase Strongbridge
ordinary shares (the "Strongbridge Share Options")
granted by Strongbridge. Upon vesting, each Strongbridge Restricted
Share Unit entitles the holder to receive one Strongbridge ordinary
share and each Strongbridge Share Option entitles the holder to
purchase one Strongbridge ordinary share at the applicable exercise
price.
Strongbridge also confirms that as of the close
of business on July 28, 2021, Strongbridge has 7,368,033
warrants outstanding (the “Strongbridge Warrants”)
and 4,464,285 ordinary shares will be issued upon the conversion of
the portion of Strongbridge's debt that is convertible. Upon
exercise, each Strongbridge Warrant entitles the holder to receive
one ordinary share.
About Strongbridge Biopharma plc
Strongbridge is a global commercial-stage
biopharmaceutical company focused on the development and
commercialization of therapies for rare diseases with significant
unmet needs. Strongbridge's rare endocrine franchise includes
RECORLEV® (levoketoconazole), an adrenal steroidogenesis inhibitor
with a New Drug Application that is currently under review by the
FDA for the treatment of endogenous Cushing's syndrome, and
veldoreotide extended release, a pre-clinical next-generation
somatostatin analog being investigated for the treatment of
acromegaly and potential additional applications in other
conditions amenable to somatostatin receptor activation. Both
RECORLEV and veldoreotide have received orphan drug designation
from the FDA and the European Medicines Agency. The company's rare
neuromuscular franchise includes KEVEYIS® (dichlorphenamide), the
first and only FDA-approved treatment for hyperkalemic,
hypokalemic, and related variants of primary periodic paralysis.
KEVEYIS has orphan drug exclusivity in the United States.
NOT FOR RELEASE, PUBLICATION OR DISTRIBUTION, IN WHOLE
OR IN PART, IN, INTO OR FROM ANY JURISDICTION WHERE TO DO SO WOULD
CONSTITUTE A VIOLATION OF THE RELEVANT LAWS OR REGULATIONS OF SUCH
JURISDICTION
Contacts:
Corporate and Media RelationsElixir Health
Public RelationsLindsay Rocco+1
862-596-1304lrocco@elixirhealthpr.com
Investor RelationsSolebury TroutMike Biega+1
617-221-9660mbiega@soleburytrout.com
No Offer or SolicitationThis
communication is for information purposes only and is not intended
to and does not constitute an offer to sell or the solicitation of
an offer to subscribe for or buy or an invitation to purchase or
subscribe for any securities or the solicitation of any vote or
approval in any jurisdiction pursuant to the acquisition (the
“Acquisition”) of Strongbridge by Xeris
Pharmaceuticals, Inc. (“Xeris”) by means of a
scheme of arrangement under Irish law (the
“Scheme”) or the other transactions contemplated
by the Transaction Agreement, dated May 24, 2021, among
Strongbridge, Xeris, Xeris Biopharma Holdings,
Inc. (“HoldCo”) and Wells MergerSub,
Inc. (collectively, the “Transaction”), nor
shall there be any sale, issuance or transfer of securities in any
jurisdiction in contravention of applicable law. In particular,
this communication is not an offer of securities for sale
into the United States. No offer of securities shall be made
in the United States absent registration under the
Securities Act of 1933, as amended, or pursuant to an exemption
from, or in a transaction not subject to, such registration
requirements. The Acquisition will be made solely by means of the
Scheme Document, which contains the full terms and conditions of
the Acquisition, including details of how Strongbridge shareholders
may vote in respect of the Acquisition.
Important Additional Information and Where to Find
It
Strongbridge, Xeris and HoldCo have
prepared and filed with the SEC a preliminary joint proxy
statement/prospectus on July 2, 2021 and Amendment No. 1
thereto on July 28, 2021 (File No. 333-257642) which also
constitutes a prospectus with respect to
the HoldCo shares of common stock (“HoldCo
Shares”) to be issued pursuant to the Transaction. The
joint proxy statement/prospectus also contains the Scheme Document
and further information relating to the implementation of the
Transaction, the full terms and conditions of the Transaction
(including the Scheme), notices of the Strongbridge Special
Meetings and the Xeris Special Meeting (each as defined in the
joint proxy statement/prospectus) and information on HoldCo Shares.
Strongbridge and Xeris may also file other documents with
the SEC regarding the Transaction. This communication is
not a substitute for the joint proxy statement/prospectus or any
other document which Strongbridge, Xeris or HoldCo may
file with the SEC.
The joint proxy statement/prospectus, as well as
Strongbridge’s and Xeris’ other public filings with the SEC,
may be obtained without charge at the SEC’s website
at www.sec.gov and, in the case of
Strongbridge’s filings, at Strongbridge’s website
at www.strongbridgebio.com and, in the
case of Xeris’ filings, at Xeris’ website
at www.xerispharma.com.
INVESTORS, STRONGBRIDGE SHAREHOLDERS AND XERIS
STOCKHOLDERS ARE URGED TO READ THE JOINT PROXY STATEMENT/PROSPECTUS
AND ANY OTHER RELEVANT DOCUMENTS THAT ARE FILED OR WILL BE FILED
WITH THE SEC, AS WELL AS ANY AMENDMENTS OR SUPPLEMENTS TO
THESE DOCUMENTS, CAREFULLY AND IN THEIR ENTIRETY BECAUSE THEY
CONTAIN OR WILL CONTAIN IMPORTANT INFORMATION ABOUT THE
TRANSACTION.
Any vote in respect of resolutions to be
proposed at the Strongbridge Special Meetings to approve the
Acquisition, the Scheme or related matters, or other responses in
relation to the Acquisition, should be made only on the basis of
the information contained in the joint proxy statement/prospectus
(including the Scheme Document). Similarly, any decision in respect
of resolutions to be proposed at the Xeris Special Meeting or any
vote in respect of, or other response to, the Transaction, should
be made only on the basis of the information contained in the joint
proxy statement/prospectus.
Participants in the Solicitation
Strongbridge, Xeris, HoldCo and their
respective directors, executive officers and employees may be
deemed to be participants in the solicitation of proxies from their
respective shareholders in connection with the Transaction.
Information regarding the persons who may, under the rules of
the SEC, be deemed to be participants in the solicitation of
shareholders in connection with the Transaction, including a
description of their direct or indirect interests, which may be
different from those of Strongbridge shareholders or Xeris
stockholders generally, by security holdings or otherwise, are set
forth in the joint proxy statement/prospectus (which contains the
Scheme Document) and will be set forth in any other relevant
documents that are filed or will be filed with
the SEC relating to the Transaction. Information
regarding Strongbridge’s directors and executive officers is
contained in Strongbridge’s Annual Report on Form 10-K for the year
ended December 31, 2020, filed with
the SEC on March 3, 2021, and its Proxy Statement on
Schedule 14A, dated and filed with the SEC on April
14, 2021. Information regarding Xeris’ directors and executive
officers is contained in Xeris’ Annual Report on Form 10-K for the
year ended December 31, 2020, filed with
the SEC on March 9, 2021, and its Proxy Statement on
Schedule 14A, dated and filed with the SEC on April
29, 2021. You may obtain free copies of these documents using the
sources indicated above.
No Profit Forecast/Asset Valuations
No statement in this communication is intended
to constitute a profit forecast for any period, nor should any
statements be interpreted to mean that earnings or earnings per
share will necessarily be greater or lesser than those for the
relevant preceding financial periods for Strongbridge, Xeris
or HoldCo as appropriate. No statement in this
communication constitutes an asset valuation.
Statement Required by the Irish Takeover
Rules
The directors of Strongbridge accept
responsibility for the information contained in this communication.
To the best of the knowledge and belief of the directors of
Strongbridge (who have taken all reasonable care to ensure such is
the case), the information contained in this rep for which they
respectively accept responsibility is in accordance with the facts
and does not omit anything likely to affect the import of such
information.
Dealing Disclosure Requirements
Under the provisions of Rule 8.3 of the Irish
Takeover Rules, if any person is, or becomes, ‘interested’
(directly or indirectly) in 1% or more of any class of ‘relevant
securities’ of Strongbridge or Xeris, all ‘dealings’ in any
‘relevant securities’ of Strongbridge or Xeris (including by means
of an option in respect of, or a derivative referenced to, any such
‘relevant securities’) must be publicly disclosed by not later than
3:30 pm (New York time) on the ‘business’ day following the date of
the relevant transaction. This requirement will continue until the
date on which the Scheme becomes effective or on which the ‘offer
period’ otherwise ends. If two or more persons cooperate on the
basis of any agreement, either express or tacit, either oral or
written, to acquire an ‘interest’ in ‘relevant securities’ of
Strongbridge or Xeris, they will be deemed to be a single person
for the purpose of Rule 8.3 of the Irish Takeover Rules.
Under the provisions of Rule 8.1 of the Irish
Takeover Rules, all ‘dealings’ in ‘relevant securities’ of
Strongbridge by Xeris or ‘relevant securities’ of Xeris by
Strongbridge, or by any party acting in concert with either of
them, must also be disclosed by no later than 12 noon (New York
time) on the ‘business’ day following the date of the relevant
transaction.
A disclosure table, giving details of the
companies in whose ‘relevant securities’ ‘dealings’ should be
disclosed, can be found on the Panel’s website at
www.irishtakeoverpanel.ie.
‘Interests in securities’ arise, in summary,
when a person has long economic exposure, whether conditional or
absolute, to changes in the price of securities. In particular, a
person will be treated as having an ‘interest’ by virtue of the
ownership or control of securities, or by virtue of any option in
respect of, or derivative referenced to, securities.
Terms in single quotation marks are defined in
the Irish Takeover Rules, which can also be found on the Panel’s
website. If you are in any doubt as to whether or not you are
required to disclose a dealing under Rule 8, please consult the
Panel’s website at www.irishtakeoverpanel.ie or contact the Panel
on telephone number +353 1 678 9020.
General
The release, publication or distribution of this
report in or into certain jurisdictions may be restricted by the
laws of those jurisdictions, including any Restricted Jurisdictions
(as defined in the joint proxy statement/prospectus). Accordingly,
copies of this report and all other documents relating to the
Transaction are not being, and must not be, released, published,
mailed or otherwise forwarded, distributed or sent in, into or from
any such Restricted Jurisdictions. Persons receiving such documents
(including, without limitation, nominees, trustees and custodians)
should observe these restrictions. Failure to do so may constitute
a violation of the securities laws of any such jurisdiction. To the
fullest extent permitted by applicable law, the companies involved
in the proposed transaction disclaim any responsibility or
liability for the violations of any such restrictions by any
person.
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